Daniel R. Rua
IZEA WorldwideAbout Daniel R. Rua
Daniel R. Rua, age 57, is an independent director of IZEA and has served on the Board since 2012; he currently chairs the Compensation Committee and also serves on the Audit and Nominations & Corporate Governance Committees . He is CEO of Admiral, a private SaaS firm focused on visitor relationship management (since Nov 2015), and a Managing Partner at Inflexion Partners, an early-stage venture fund (since 2002) . Rua previously was Executive Chairman and early investor in IZEA’s predecessor entity (2006–2011), a partner at Draper Atlantic (1999–2002), and led Internet protocol development at IBM’s Networking Labs (1991–1999) . He holds a B.S. in Computer Engineering (University of Florida), a J.D. and an M.B.A. (UNC Kenan‑Flagler), bringing venture investing and operating expertise relevant to IZEA’s technology and growth priorities .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IZEA Innovations, Inc. (predecessor entity) | Executive Chairman; early investor | 2006–2011 | Early governance and product knowledge; continuity with current IZEA strategy |
| Draper Atlantic (DFJ east coast fund) | Partner | 1999–2002 | Early-stage VC investing experience and network |
| IBM Networking Labs (Research Triangle) | Led Internet protocol development | 1991–1999 | Technical leadership in networking and internet protocols |
| InphoMatch; AuctionRover | Former director | Not disclosed (prior) | Both were acquired (by Sybase and Overture/Yahoo, respectively) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Admiral | Chief Executive Officer | Nov 2015–present | Private SaaS; visitor relationship management and marketing automation for digital publishers |
| Inflexion Partners | Managing Partner | Jan 2002–present | Early-stage venture capital fund leadership |
Board Governance
- Independence: The Board determined Rua is independent under Nasdaq Listing Rule 5605(a)(2) .
- Committee memberships and chair roles (FY2024 activity): Compensation (Chair; 10 meetings), Audit (Member; 6), Nominations & Corporate Governance (Member; 1). The Board held 21 meetings; each director attended at least 75% of Board and assigned committee meetings and all seven directors attended the 2024 annual meeting .
- Board leadership: Roles are split with an independent Chair (Lindsay A. Gardner), and independent directors meet in executive session; all standing committees are fully independent .
| Committee | Role | Members | Meetings in FY2024 |
|---|---|---|---|
| Compensation | Chair | Antonio Bonchristiano; Lindsay A. Gardner; Daniel R. Rua (Chair) | 10 |
| Audit | Member | Lindsay A. Gardner (Chair; audit committee financial expert); John H. Caron; Daniel R. Rua | 6 |
| Nominations & Corporate Governance | Member | Brian W. Brady (Chair); Antonio Bonchristiano; Daniel R. Rua | 1 |
Fixed Compensation
| Component (Director, non‑employee) | Amount/Terms | Source |
|---|---|---|
| Annual equity retainer | $60,000 in restricted stock, issued $15,000 quarterly; vesting immediately per program | |
| Annual cash retainer | $35,000 | |
| Committee fees (Rua-specific) | Compensation Committee Chair: $10,000; Audit member: $5,500; Nominations & Corporate Governance member: $3,000 | |
| 2024 actual compensation (Rua) | Cash fees: $53,500; Stock awards value: $60,000; Total: $113,500 |
Note: Footnotes indicate quarterly director stock awards in 2024 were granted and accounted for over the year; the program amendment effective Sept 6, 2024 specifies immediate vesting on grant .
Performance Compensation
| Metric | Weight | Target | Outcome | Payout Linkage |
|---|---|---|---|---|
| Not applicable for directors (compensation is retainer-based in cash and time-based equity; no director performance plan disclosed) | — | — | — | — |
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public company boards | None disclosed for Rua in IZEA’s proxy biography |
| Private/company roles | CEO of Admiral (private); Managing Partner at Inflexion Partners |
| Interlocks/Conflicts | No director interlock or related-party transaction involving Rua disclosed since Jan 1, 2023 |
Expertise & Qualifications
- Education: B.S. Computer Engineering (University of Florida); J.D.; M.B.A. (UNC Kenan‑Flagler) .
- Domain expertise: Venture capital, SaaS/technology operations, prior governance of IZEA’s predecessor; deep product familiarity .
- Governance roles: Compensation Committee Chair; member of Audit and Nominations & Corporate Governance; independent director .
Equity Ownership
| Category | Detail |
|---|---|
| Beneficial ownership | 85,259 shares; <1% of outstanding as of Oct 15, 2025 (17,050,205 shares outstanding basis) |
| Options | 2,242 unexercised options with $30.80 strike; options expired April 8, 2025 (as of 12/31/2024 disclosure) |
| Hedging/pledging | Company policy prohibits hedging and pledging by directors and employees |
Governance Assessment
-
Positives
- Independence and multi-committee engagement: Rua is independent and serves as Compensation Chair while also contributing on Audit and Nominations, indicating broad governance involvement and checks-and-balances exposure .
- Attendance and engagement: Board held 21 meetings in FY2024; committees were active, and all directors met at least the 75% attendance threshold and attended the 2024 annual meeting, supporting board effectiveness .
- Alignment: Director pay includes a meaningful equity retainer ($60k) granted quarterly, supporting share ownership and alignment; cash is modest and structured via base and committee retainers .
- Risk controls: Anti-hedging/pledging policy reduces misalignment risks; fully independent committees and an independent Board Chair enhance oversight .
-
Watch items / potential red flags
- Executive separation packages: In 2024, the Board negotiated separations for the former CEO and COO that included cash severance ($0.4M each) and accelerated vesting ($1.4M and ~$0.5M, respectively); while not attributed to a single director, such outcomes may draw scrutiny for pay-for-performance rigor under the Compensation Committee’s purview .
- Shareholder influence dynamics: A Cooperation Agreement commits the GP Parties (17.6% holder) to vote with the Board’s recommendations; while not tied to Rua, concentrated ownership can affect governance dynamics and investor perception .
-
No issues noted
- Related-party transactions: No related-party transactions involving Rua disclosed since Jan 1, 2023 .
- Section 16(a) compliance: The company disclosed three late reports in 2023–2025 for other persons; Rua was not cited among late filers in that disclosure .